As filed with the Securities and Exchange Commission on July 29, 1997
Registration No. 333-____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE ROUSE COMPANY
(Exact name of issuer as specified in its charter)
Maryland 52-0735512
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
10275 Little Patuxent Parkway 21044-3456
Columbia, Maryland (Zip Code)
(Address of principal executive offices)
THE ROUSE COMPANY 1997 STOCK INCENTIVE PLAN
(Full title of plan)
(Name, address and telephone
number of agent for service) (Copy to:)
BRUCE I. ROTHSCHILD, Esquire DAVID R. SCHWIESOW, Esquire
Vice President, General Counsel Vice President and Associate
and Secretary General Counsel
The Rouse Company The Rouse Company
10275 Little Patuxent Parkway 10275 Little Patuxent Parkway
Columbia, Maryland 21044-3456 Columbia, Maryland 21044-3456
(410) 992-6400 (410) 992-6418
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Title of Amount Proposed maximum Proposed maximum Amount of
securities to to be offering price per aggregate offering registration
be registered registered share price fee
- --------------------------------------------------------------------------------
Common Stock 5,000,000
(par value shares $30.25* $151,250,000* $45,834*
$0.01 per share)
- --------------------------------------------------------------------------------
* Calculated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) and (h)(1), the proposed maximum offering price per share,
proposed maximum aggregate offering price and the amount of the
registration fee are based on the average of the high and low sale price of
the Common Stock reported on the New York Stock Exchange on July 28, 1997
(i.e., $30.25).
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Not required to be included in the Form S-8 pursuant to the Note to Part I
of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated herein by
reference:
(a) Annual Report on Form 10-K for the year ended December 31, 1996;
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1997;
(c) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934 ("Exchange Act") since the end of the
fiscal year covered by the registration document referred to in (a)
above.
(d) Description of Common Stock of the Registrant contained or
incorporated by reference in the registration statements filed by the
Registrant under the Exchange Act, including any amendments or reports
filed for the purpose of updating such description.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be a part of the Registration Statement from the date of filing
of such document.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters in connection with the issuance of the Common Stock
offered by this Registration Statement are being passed upon for the Company by
Bruce I. Rothschild, Esquire, who is Vice President, General Counsel and
Secretary of the Company. As of July 17, 1997, Mr. Rothschild was the direct
owner of no shares of the Company's Common Stock and he held options to purchase
34,000 shares, of which options to purchase 10,250 shares were presently
exercisable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article IX of the Bylaws of the Company provides that directors and
officers of the Company shall be indemnified by the Company to the fullest
extent permitted by Maryland law as now or hereafter in force, including the
advance of related expenses. If any determination is required under applicable
law as to whether a director or officer is entitled to indemnification, such
determination shall be made by independent legal counsel retained by the Company
and appointed by either the Board of Directors or the Chief Executive Officer.
Paragraph (f) of Article Seventh of the Amended and Restated Articles of
Incorporation of the Company provides that to the fullest extent permitted by
Maryland statutory or decisional law, as amended or interpreted, no director or
officer of the Company shall be personally liable to the Company or its
stockholders for money damages. A copy of Section 2-418 of the Corporations and
Associations Article of the Annotated Code of Maryland is incorporated by
reference into this Registration Statement.
The Company maintains directors and officers insurance on behalf of its
directors, officers and certain other persons against any liability asserted
against them in any such capacity.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
- ------ -----------
5 Opinion of Bruce I. Rothschild, Esquire regarding the legality of the
shares of Common Stock (contains Consent of Counsel).
24.1 Consent of KPMG Peat Marwick LLP.
24.2 Consent of Independent Real Estate Consultants.
24.3 Consent of Counsel (included in Exhibit 5).
25 Power of Attorney, dated February 25, 1997.
<PAGE>
99.1 Section 2-418 of the Corporations and Associations Article of the
Annotated Code of Maryland (which is incorporated by reference from
the Exhibits to the Company's Form S-3 Registration Statement (No.
33-56646)).
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
Paragraphs (1)(i) and (1)(ii) do not apply if the information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to section 13 or section 15(d)
of the Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
<PAGE>
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, The Rouse
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Howard, State of Maryland, on the 29th day of July,
1997.
THE ROUSE COMPANY
By: /s/ Anthony W. Deering
--------------------------
Anthony W. Deering
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Principal Executive Officer:
/s/ Anthony W. Deering Chairman of the Board, July 29, 1997
- ------------------------------ President, Chief Executive
Anthony W. Deering Officer and Director
Principal Financial Officer:
/s/ Jeffrey H. Donahue Senior Vice President and July 29, 1997
- ------------------------------ Chief Financial Officer
Jeffrey H. Donahue
Principal Accounting Officer:
/s/ George L. Yungmann Senior Vice President July 29, 1997
- ------------------------------ and Controller
George L. Yungmann
<PAGE>
THE BOARD OF DIRECTORS:
David H. Benson, Jeremiah E. Casey, Anthony W. Deering, Rohit M. Desai, Mathias
J. DeVito, Juanita T. James, William R. Lummis, Thomas J. McHugh, Hanne M.
Merriman, Roger W. Schipke, Alexander B. Trowbridge, and Gerard J.M. Vlak.
/s/ Anthony W. Deering For himself and a July 29, 1997
- ----------------------------- Attorney-in-Fact
Anthony W. Deering for the above-named
Attorney-in-Fact members of the
Board of Directors
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Page
5 Opinion of Counsel regarding the legality
of the shares of Common Stock.
24.1 Consent of KPMG Peat Marwick LLP.
24.2 Consent of Independent Real Estate Consultants.
24.3 Consent of Counsel (contained in Exhibit 5).
25 Power of Attorney, dated February 25, 1997.
99.1 Section 2-418 of the Corporations and Associations
Article of the Annotated Code of Maryland (which is
incorporated by reference from the Exhibits to the
Company's Form S-3 Registration Statement (No. 33-56646)).
<PAGE>
EXHIBIT 5
[ THE ROUSE COMPANY LETTERHEAD ]
July 23, 1997
The Rouse Company
10275 Little Patuxent Parkway
Columbia, Maryland 21044-3456
Ladies and Gentlemen:
I am the duly elected and acting General Counsel and Secretary of The Rouse
Company (the "Corporation") and I have acted as counsel to the Corporation in
connection with the preparation and filing with the Securities and Exchange
Commission of a registration statement on Form S-8 (the "Registration
Statement") registering 5,000,000 shares of Common Stock of the Corporation, par
value $0.01 per share (the "Common Stock") for issuance pursuant to The Rouse
Company 1997 Stock Incentive Plan (the "Plan").
In this capacity, I have examined (i) the charter and by-laws of the
Corporation, (ii) the corporate proceedings authorizing the issuance of
5,000,000 shares of Common Stock pursuant to the Plan, (iii) the Plan, and (iv)
such other documents and instruments as I have considered necessary in the
rendering of the opinions hereinafter set forth.
Based upon the foregoing I am of the opinion that:
1. The Corporation has been duly incorporated and is a validly existing
corporation in good standing under the laws of the State of Maryland.
2. Upon issuance of shares of Common Stock pursuant to the Plan, such
shares will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to my opinion under Item 5 of this
Registration Statement.
Very truly yours,
/s/ Bruce I. Rothschild
<PAGE>
EXHIBIT 24.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCONTANTS
The Board of Directors
The Rouse Company:
We consent to the use of our report incorporated herein by reference.
/s/ KPMG PEAT MARWICK LLP
-------------------------
Baltimore, Maryland KPMG PEAT MARWICK LLP
July 29, 1997
<PAGE>
EXHIBIT 24.2
CONSENT OF INDEPENDENT REAL ESTATE CONSULTANTS
The Board of Directors of the Company:
We consent to the inclusion in the Registration Statement of The Rouse
Company (the "Company") on Form S-8 (Registration No. 333-________) of our
report, dated February 25, 1997, on our concurrence with the Company's estimates
of the market value of its equity and other interests in certain real property
owned and/or managed by the Company and its subsidiaries as of December 31, 1996
and 1995.
/s/ Deborah A. Jackson
-----------------------------
LANDAUER ASSOCIATES, INC.
New York, New York
July 29, 1997
<PAGE>
EXHIBIT 25
THE ROUSE COMPANY
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors of THE
ROUSE COMPANY, a Maryland corporation (the "Company"), hereby constitute and
appoint ANTHONY W. DEERING, JEFFREY H. DONAHUE and BRUCE I. ROTHSCHILD, or any
one of them, the true and lawful agents and attorneys-in-fact of the
undersigned, with full power of substitution and resubstitution, and with full
power and authority in any of said agents and attorneys-in-fact (i) to sign for
the undersigned and in their respective names as directors of the Company a
Registration Statement or Statements of the Company on Form S-8, or any
successor or alternative Forms, and any and all amendments or supplements
thereto, to be filed from time to time with the Securities and Exchange
Commission, Washington, D.C., under the Securities Act of 1933, as amended, or
the Securities Exchange Act of 1934, as amended, and the regulations promulgated
thereunder, and any amendment or amendments to such Form S-8 Registration
Statement or Statements, and (ii) to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission and any State or other regulatory authority, hereby ratifying and
confirming all acts taken by such agents and attorneys-in-fact, as herein
authorized.
Dated: February 25, 1997
/s/ David H. Benson (SEAL)
-----------------------------------
David H. Benson
/s/ Jereiah E Casey (SEAL)
-----------------------------------
Jeremiah E. Casey
/s/ Mathias J. DeVito (SEAL)
-----------------------------------
Mathias J. DeVito
/s/ Anthony W. Deering (SEAL)
-----------------------------------
Anthony W. Deering
/s/ Rohit M. Desai (SEAL)
-----------------------------------
Rohit M. Desai
/s/ Juanita T. James (SEAL)
-----------------------------------
Juanita T. James
/s/ William R. Lummis (SEAL)
-----------------------------------
William R. Lummis
/s/ Thomas J. McHugh (SEAL)
-----------------------------------
Thomas J. McHugh
/s/ Hanne M. Merriman (SEAL)
-----------------------------------
Hanne M. Merriman
/s/ Roger W. Schipke (SEAL)
-----------------------------------
Roger W. Schipke
/s/ Alexander B. Trowbridge (SEAL)
-----------------------------------
Alexander B. Trowbridge
/s/ Gerard J. M. Vlak (SEAL)
-----------------------------------
Gerard J. M. Vlak
